Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 20 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Williams Companies Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of stockholders of the Company.
Appears in 10 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hospitality Distribution Inc), Agreement and Plan of Merger (Cec Entertainment Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Offer or Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bankrate, Inc.), Agreement and Plan of Merger (BEN Holdings, Inc.), Agreement and Plan of Merger (Bankrate Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger (Sunoco Inc), Agreement and Plan of Merger (Dollar General Corp)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a direct liability of stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Jekogian Iii Nickolas W), Agreement and Plan of Merger (United Rentals Inc /De)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries Company Subsidiary immediately prior to the Merger, if applicable and due with respect to the Offer or the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Southwall Technologies Inc /De/), Agreement and Plan of Merger (Solutia Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its the Company Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of the stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hawk Corp), Agreement and Plan of Merger (Carlisle Companies Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax (which, for the avoidance of doubt, shall not include any Tax imposed by Section 897 or 1445 of the Code or other income Taxes) with respect to interests in real property owned directly or indirectly by the Company Xxxxx or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation Entity and expressly shall not be a liability of stockholders of the CompanyXxxxx.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smith International Inc), Agreement and Plan of Merger (Schlumberger LTD /Nv/)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the MergerEffective Time, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRG Energy, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the HoldCo Merger, if applicable and due with respect to either of the MergerMergers, the Conversion or the Contribution, shall be borne by the Surviving Corporation Linn and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company Protective or any of its the Protective Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall will be borne by the Surviving Corporation and expressly shall will not be a liability of stockholders of the CompanyDai-ichi or Protective.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Protective Life Corp), Agreement and Plan of Merger (Protective Life Corp)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property Real Property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders the shareholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us 1 Industries Inc), Agreement and Plan of Merger (Us 1 Industries Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation and expressly shall not be a liability of stockholders shareholders of Parent or the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stancorp Financial Group Inc)
Certain Transfer Taxes. Any liability arising out of any real estate transfer Tax with respect to interests in real property owned directly or indirectly by the Company or any of its Subsidiaries immediately prior to the Merger, if applicable and due with respect to the Merger, shall be borne by the Surviving Corporation or Parent and expressly shall not be a liability of the stockholders of the Company.
Appears in 1 contract
